VSpace Website Terms of use

Welcome to VSpace!

Please read through these below Terms and Conditions carefully. There are both guidelines and directions on how to use the Platform/ website properly which must be adhered to throughout and sometime after our association. Let’s get started!

Accepting the VSpace Agreement


This VSpace Agreement (the “Agreement”) is a contract between you (the “Provider”, “Client” or “User” in general) and VVN Group (Pty) Ltd, a South African incorporated corporation trading as VSpace.Technology (“VSpace”, “we”, “our” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our services via our website located at www.vspace.technology (the “Site”) and related software and services (collectively with the Site, the “VSpace Platform” or “Platform”). VSpace may use any interface it deems necessary to communicate with Users; Users in return must use only these interfaces to communicate with VSpace or each other.

VSpace may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after VSpace provides notice of the Changes, whether such notice is provided through the Site user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.

Your access to and use of the VSpace Platform is also governed by information, guidelines and policies made available on the Site, including but not limited to the VSpace Privacy Policy, which can be accessed at vspace.technology/privacy. To the extent that there are any conflicts between the terms and conditions of this Agreement and the Site, the terms and conditions of this Agreement will govern.


YOU UNDERSTAND THAT BY USING THE VSPACE PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE VSPACE PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “USER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.



Definitions


“Confidential Information” means Client or Provider Owned Items, Work, and any other information provided to, or created by, a Client or Provider for a project, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that:


“Effective Date” means the date of acceptance of this Agreement.


“Fixed-Price” means a fixed fee agreed between a Client and a Provider, prior to the commencement of a Project, for the completion of all Services requested by Client for such Project.


“Fixed-Price Project” means a Project for which Client is charged a Fixed-Price.


“Hourly Project” means a project for which Client is charged an hourly price.


“Provider” means any company or individual User utilizing the VSpace Platform to offer Services to Clients.


“Provider fees” means:



“Provider Owned Items” means instructions, requests, intellectual property and any other information or materials that a Client receives from a Provider for a particular project.


“Project” means a particular project or set of ongoing tasks for which a Client has requested Services to be performed by a Provider and the Provider has agreed on the VSpace Platform.


“Client” means any User utilizing the VSpace Platform to request Services to be performed by a Provider. From time to time, VSpace may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to VSpace when acting in this way.


“Client Owned Items” means instructions, requests, intellectual property and any other information or materials that a Provider receives from a Client for a particular project.


“Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.


“Services” means web development, software development, writing, translation, administrative, marketing, design customer service, sales, data entry, general business services and other knowledge-based or online services.


“Work” means any tangible or intangible results or deliverables that Provider agrees to create for, or actually delivers to, Client as a result of performing the Services on a particular Project, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.

“VSpace Standards” is defined as the industry standard for the technology used during development:

If frameworks will be used in development, then coding should be as per guidelines for the respective framework.



General Terms and Conditions

1. The VSpace Platform


VSpace has created a platform to connect Clients and Providers using the VSpace Platform. Projects are posted by a Client (or by VSpace on behalf of a Client). VSpace selects two Providers to apply for the project, given a basic narrative explaining the scope. The Providers must submit high level estimates for the project. Anonymity will be maintained between the two providers chosen. The Client chooses a single Provider to submit a final detailed estimate for the project as part of the chosen Provider’s application. If a Client accepts a Provider’s project application, a contract (the “Work Order”) is formed directly between such Client and Provider subject to the terms specified in this agreement.


VSpace provides a service to Clients and Providers, as detailed below:



VSpace uses Electronic Funds Transfers via an authorised Financial Service Provider to receive funds from Clients and to pay funds owing to Providers after deducting our fees. The processing of payments or credits, as applicable, in connection with your use of the VSpace Platform will be subject to the terms, conditions and privacy policies of the Financial Service Provider(s) used for the payment transactions in addition to this Agreement. VSpace is not responsible for any errors by these Financial Service Provider(s) or any fraudulent activity by you or these Financial Service Providers.

2. Getting started


2.1 Eligibility


The VSpace Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law.


Clients and Providers agree that they are not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to South African or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified as criminal, terrorist or illegal according to South African law or otherwise ineligible to receive items subject to export control laws and regulations, or other economic sanction rules of any sovereign nation.


Providers must share a template of the Statement of Work (SoW) they wish to use with Clients prior to engaging on the platform for projects. It is the responsibility of Providers to ensure that VSpace has the latest version of their Work Order(s) at all times.

2.2 Expectations


VSpace expects a consistent and high level of courtesy, respect and professionalism from all of its Clients and Providers toward each other and VSpace. Clients and Providers agree to use good judgement when posting information, comments, or other content regarding other Clients and Providers, VSpace or any third party anywhere within or off the VSpace Platform. Clients and Providers may be held legally responsible for damages suffered by other Clients and Providers, VSpace or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to or off the VSpace Platform. All Clients and Providers are to comply with all laws applicable to them or to their activities, and with all posted VSpace Policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at VSpace’s discretion, and the currently effective policies will be deemed to be part of this Agreement.


When submitting any content to or otherwise using the VSpace Platform, you agree not to post or transmit to or from the VSpace Platform:


You will not access (or attempt to access) the VSpace Platform by any means other than the interface provided, and you will not use information from the VSpace Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the VSpace Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you on the VSpace Platform, or use it for offering any goods or services other than the Services.



You do further hereby agree to use the VSpace Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the VSpace Platform:



VSpace is not legally responsible for any remarks, information or other content posted or made available on the VSpace Platform by any Client or Provider or third party, even if such information or content is defamatory or otherwise legally actionable. VSpace is not legally responsible for any negative outcome of the relationship between Clients and Providers. VSpace is not responsible for and does not monitor or censor content for accuracy or reliability. However, VSpace reserves the right to remove or restrict access to any information or content posted or made available on the VSpace Platform if ordered to do so by a government authority or if VSpace considers such information or content to be in violation of this Agreement, or to be unlawful, immoral or harmful.



2.3 Identity and Account Security


All identity information associated with a VSpace Client and Provider account must be real and verifiable. Each VSpace Client and Provider account must be used by only one person, and each person is allowed to use only one Client or Provider account. VSpace reserves the right to validate Client and Provider information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the Client's and Provider’s identity. You authorize VSpace, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address, respective services or financial instruments. Failure to provide information about you and your business when requested is a violation of this Agreement. For the use of certain features on the VSpace Platform you will be required to use a gmail account. If you are a Provider representative you will have to create a new gmail account with username [yourfirstname]_[providershortcode]_vspace@gmail.com This account is to be used exclusively by you for Services rendered for projects on VSpace Platform. You will receive a user key via your official Email ID, which will have to be used when you are logged in using your gmail account to use features of the VSpace Platform. This user key is confidential and is not to be shared with anyone not authorized to view these features on the platform. Upon authentication, your session will be active for a maximum of 12 hours thereafter you will have to reauthenticate.


The Client and Provider is solely responsible for ensuring and maintaining the secrecy and security of the their respective VSpace account login details. Clients and Providers agree not to disclose the login details to any third party and shall be solely responsible for any use of or action taken through the use of such password on VSpace. You must notify the VSpace Engagement Manager assigned to your project(s) immediately if you suspect that your password has been lost or stolen.


By using your VSpace Client or Provider account, you acknowledge and agree the VSpace’s account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting jobs, applying for jobs or performing Services under any of your VSpace accounts.


3. Working with Vspace and on the VSpace Platform

3.1 Vetting Providers

It is mandatory for all Providers to undergo VSpace’s official vetting process which comprises of two stages. The first stage captures profile data about the Provider, determining what processes they follow and what capabilities they have. Client reference checks are carried out and code-level review is done of their best apps. They are asked to estimate for a real-world based project narrative to determine the quality and accuracy of their proposals and are asked to develop a test project for review. The quality and relevance of the responses is assessed before they undergo the second stage, which is a verbal interview which assesses the Providers’ responses to scenario based questions. Only Providers who pass the two stages and agree to follow the terms and conditions in this Agreement are allowed to apply for projects on the VSpace Platform.

3.2 Posting a project


All content related to projects posted on VSpace must be in English and not contain any information enabling or requesting contact or payment outside of the VSpace Platform. VSpace may also post or open projects on behalf of Clients. Project postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Project postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Project postings related to the creation of adult or explicit content or those that involve modelling or acting are prohibited. Project postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the job posting.

3.3 Applying to a project


All information provided in a project application must be true, accurate and complete. VSpace reserves the right (but has no obligation) to verify any and all information provided on a Client or Provider’s profile or project application. By applying to a project, Provider is attesting that he/she/it has the skills, capacity, availability and ability to perform the requested Services by the deadline stated in the project posting.

3.4 Managing Projects


Clients agree to respond promptly to communications with and requests for information from the Provider and vice versa.


Any requests for feedback should be answered within 72 hours of request. If this does not happen to the satisfaction of VSpace, the project can be put on hold (see Section 4.4) by VSpace. If input on a project part is delayed by more than 7 days from the delivery date, VSpace has the right, at its sole and absolute discretion, to put the project on hold, determine fair compensation, and disperse funds between the parties as it sees fit, without VSpace incurring any liability whatsoever.

After project kick-off, if the Client and Provider agree not to put the project on hold, then any non-productive hours accrued due to delay in client input, data, feedback or indecision from the Client, may be payable at 50% of man-hour rate for the duration the Provider resource(s) was idle. The Client will be intimated at least 5 business days in advance that the development team will be in idle/ waiting time by the provider. Remobilization will require an advanced notice of at least 2 business days from the Client and will be billable at 10% of current/ next sprint efforts.

3.5 Working on Projects


The Client is responsible for providing all services, information and resources necessary to complete the SoW, unless explicitly stated in advance by the Client. Providers agree to respond to all Client communications and requests for information within 24 business hours. If the Provider will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Client at least 1-week prior. After the completion of a SoW, the Provider can provide timely, honest and objective feedback on the Client.


3.6 Code Management and transfer

Providers must push project code to respective code repositories provided by VSpace. Providers must use the repositories for daily code commits. Providers will commit the code to the repository once VSpace shows proof that payments have been received by VSpace from the Client. The payment milestones are discussed and agreed upon by the Client, Provider and VSpace and may not be less than 1 week or more than 4 weeks between each other.

VSpace will provide the hosting details for the staging servers. Source or compiled code can only be transferred to the Client once payment has been made to VSpace for work done up to that code commit. Client owns the code only once Provider has been compensated for their efforts to transfer the code in to the Client’s designated server or to transfer to the the Client in a mode as previously agreed. During development, VSpace will be deemed the owner of the source code.

Should a concern be raised by the Client or Provider and is unable to be amicably solved by both parties, the Project will be put on hold and be resolved as per the Clauses in the respective section of this Agreement.

4. Billing and Payments


4.1 Fixed-Priced and Hourly Agreements


Projects on VSpace can be organized on a Fixed-Price agreement or an Hourly agreement. Payments for Fixed-Price agreements and Hourly agreements would need to use VSpace’s payment system to manage payments. Fixed-Price and Hourly agreements can be modified and extended as long as both the Client and Provider agree.


4.2 Disintermediation


Except pursuant to the Buyout Policy in Section 4.3 below, Clients shall make all payments relating to, or in any way connected with, a SoW (including, without limitation, bonuses) for Services provided through the VSpace Platform. Any action that encourages or solicits complete or partial payment outside of the VSpace Platform is a violation of this Agreement.


Should a Client be found in violation of this section of this Agreement, it may result in a termination of their VSpace account and the Client shall pay to “VSpace Fees” equal to the greater of:


Clients shall immediately notify VSpace if a Provider requests that Clients make a payment directly to them or through any channels other than those provided or specified by VSpace. Providers shall not accept any payments relating to a SoW (including, without limitation, bonuses) from a Client directly or through any payment channels other than the VSpace Platform. Providers shall immediately notify VSpace if a Client attempts to make a payment to Provider directly or through any payment channels other than those provided or specified by VSpace.


4.3 Buyout Policy


Notwithstanding the provisions set forth above, Clients and Providers may agree, with VSpace’s prior written approval, to provide or receive Services outside of the VSpace Platform with Clients and Providers identified/ introduced through the VSpace platform, but only on the terms set forth in this Section.


After 2 years from the date in which the Client identifies the Provider through the VSpace Platform, the Client may request for Services to be rendered outside of the platform with no VSpace Fees or buyout provisions applied. Such a request must be submitted in writing to VSpace and will come into effect thirty days from date of approval.

If Services are rendered outside of the VSpace Platform less than two (2) years after the Client identifies the Provider through the VSpace Platform, payments for such Services will not be subject to the VSpace Fees, provided that the Client pays VSpace a “Buy-Out fee” in accordance with the procedure set forth below:


  1. Prior to projecting outside of the VSpace Platform to receive Services from a Client and Provider identified through the VSpace Platform, the Client will notify VSpace in writing of its intent to pay the Buy-Out fee in lieu of paying through the VSpace Platform.

  2. Together with such notice, the Client will pay or authorize VSpace to deduct from its account the greater of:


4.4 Project put on Hold


In the off-chance that things go wrong, VSpace is committed to using its reasonable efforts to correct the issue by putting the project on hold. VSpace may withhold the amounts for the Client and/or Provider, and disburse such funds as it in its sole discretion determines, without any liability.


While a project is on hold, we cannot review project parts already marked as complete by both parties, work completed outside of the SoW, or work completed where funding has not been transferred to VSpace.


VSpace Project on hold is determined by the following timeline:


1. Both Client and Provider provide a compensation estimate (how much they think is owed) to the VSpace EM in writing.

2. Both Client and VSpace Provider provide any supporting documents that describe the specific project part being reviewed. Supporting documents include SoWs, VSpace internal messages, chats, conversations, emails and other documents you deem relevant. We require all supporting documents to be sent within 7 days, after which no additional evidence can be accepted. All supporting documents need to support the part under review.

3. VSpace will dedicate a third-party reviewer (from within VSpace or outside of VSpace), that has not had any direct interaction with the Client and VSpace Provider during development, for their specific project and who has the appropriate ability to perform the review of the project. VSpace takes aspects such as delays, incomplete work, work quality and language tone into consideration to determine allocation of compensation. VSpace’s third-party reviewer will come to a conclusion within 14 days.

4. Source code will be transferred to the Client commensurate to what VSpace, at its sole discretion, decides is due to the Client against payments made. Provider will ensure that the code committed satisfies VSpace standards and complies with industry best practices.

VSpace’s resolutions for projects On Hold are final, non-negotiable and non-reversible, VSpace shall not be liable to either of the parties at any point of time.


4.5 Payment accounts


Each Provider must credit its Client accounts for all payments VSpace receives from such Client. Each User understands and agrees that:


The transmission of funds in the manner described herein is not a separate and discrete service that VSpace provides in addition to its VSpace Platform services. Rather, transmission of funds in an auditable manner is an integral part of the VSpace Platform services that VSpace is providing.


4.6 Non-payment


If a Client fails to pay amounts due under this Agreement, whether by refusing to pay or cancelling a wire transfer, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, a Client must reimburse the Provider for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. At its discretion, a Provider may set-off amounts due against other amounts received from or held for the Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.


4.7 Hold on funds


VSpace reserves the right, in its sole discretion, to place a hold on funds for a Client’s payments to clear or if VSpace suspects monies may be subject to chargeback or if fraud is suspected. VSpace will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the VSpace payment guarantee shall be revoked and all monies in a VSpace account may be held and/or reclaimed, not just those from the project(s) under investigation.


4.8 Enforcement of User Agreement and Policies


VSpace has the right, but not the obligation, to suspend or cancel your access to the VSpace Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting VSpace’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the VSpace Platform to you if:



Once suspended or terminated, you MAY NOT continue to use the VSpace Platform under a different account or re-register under a new account. If you attempt to use the VSpace Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding.


In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your Client or Provider account is cancelled, you may no longer have access to any parts of the VSpace Platform, including data, messages, files and other material you keep on VSpace. All intellectual property provided by Clients for the purposes of completing projects will be returned by Providers immediately upon termination.

4.9 Non-circumvention


From the date of this acceptance of this agreement, it is expressly agreed that the identities of any individual or entity and any other third parties (including, without limitation, suppliers, customers, financial sources, manufacturers and consultants) discussed and made available by the disclosing party in respect of the projects, services and any related business opportunity on the VSpace Platform shall constitute Confidential Information and the recipient (having access either directly or indirectly through VSpace) will not:



The Client and Provider covenant that any financial gain made by either of them, or any associated party, from a breach of clause 4.9 shall be held on trust for the benefit of VSpace and then be transferred to a nominated account of VSpace, until which time such outstanding amount shall incur interest at the rate of 4% per annum above VSpace’s chosen bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and the Client/ Provider shall pay the interest together with the overdue amount.

5. Terms ofSoW between Clients and Providers


Clients and Providers agree that all projects and SoWs between any Client and Provider shall:


This Agreement does not create a partnership or agency relationship between the Client and Provider. Provider does not have authority to enter into written or oral — whether implied or express — projects on behalf of the Client.


Clients and Providers may agree to additional terms in their SoW materially different than the Standard Terms; however, nothing in such SoW will in any way limit or modify VSpace’s rights.

5.1 Services


Providers shall perform services in a professional manner. Under Fixed-Price and Hourly Projects, Providers shall deliver the agreed-upon work contained in the SoW.

5.2 Fees


Clients shall pay Providers the agreed-upon fees for delivery and acceptance of the work in the SoW. All amounts paid by a Client shall be paid through the VSpace Platform to VSpace as the Provider’s agent, and a Client’s obligation of payment to a Provider is met when payment is made to VSpace.


5.3 Termination of a SoW


Clients may terminate at any time but may not recover any payments made to the Provider unless mutually agreeable. The Provider may terminate an agreement at any time if no payment has been made. If a payment has been made on a project, the Provider may terminate only with written agreement from the Client and after the payment, if deemed due by VSpace, has been refunded. At no instance, will VSpace incur any liability of any sort whatsoever.

5.4 Client owned items


Clients grant Providers a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Owned Items as necessary for the performance of the services. Clients reserve all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Client Owned Items.


Upon completion or termination of the SoW, or upon written request by the Client, Providers shall immediately return all Client Owned Items to the Client and further agrees to purge all copies of Client Owned Items and work contained in or on Provider’s premises, systems, or any other equipment otherwise under Provider’s control. Providers agree to provide written certification to the Client certifying the return or purging of Client Owned Items within ten (10) days after the receipt of the Client’s written request to certify.


5.5 Work Product


Any works for hire excluding Intellectual Property, prepared by the Provider in connection with a project for a Client, shall be owned by the VSpace until payment has been made by the Client. If the Client pays an amount less than the amount approved in the detailed estimate and the project is not on hold, the Provider can opt to refund the amount paid within two (2) weeks of the payment date. Work done for this refunded amount will then be transferred to the Provider. However, the Provider can never own the Client’s intellectual property or product.


In the event, that the Client does not pay for any portion of work already completed by the Provider, VSpace will place the project On Hold and store the product in it’s repositories for a maximum of 1 month.


To the extent that under applicable law, Proprietary Rights cannot be assigned, Provider hereby irrevocably agrees to grant, and hereby grants, to the Client an exclusive (excluding the Provider), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work in any manner now known or in the future discovered.


To the extent such license grant is not fully valid, effective or enforceable under applicable law, Provider hereby irrevocably agrees to grant, and hereby grants, to the Client, such rights as the Client reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that the Client will be able to acquire, perfect and use such Proprietary Rights, Provider will:


5.6 Pre-existing Intellectual Property in Work Product


Provider shall ensure that no Work created or delivered by Provider includes any pre-existing software, technology, Proprietary Rights or other intellectual property, whether such pre-existing intellectual property is owned by Provider or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively “Pre-existing IP”) without obtaining the prior written consent of the Client to the inclusion of such Pre-existing IP in the Work. Provider acknowledges that, without limiting any other remedies, Provider shall not be entitled to payment for, and shall refund any payments made to Provider for, any services performed on a project if the Work contains any Pre-existing IP that was not approved in accordance with this Section 5.6.


5.7 Audit Rights


Client and Provider each shall: (i) create and maintain records to document to VSpace’s satisfaction of its obligations under this Agreement and any SoW, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to VSpace on request. VSpace, or VSpace’s advisors or agents, shall have the right, but not the obligation, to routinely, audit Provider’s operations and records to confirm compliance. Feedback received from Clients who have worked with the Provider on the Platform will also be reviewed to verify Compliance of Agreement by Provider/ Client .


5.8 Entire Agreement


The terms and conditions set forth in this Section 5 and any additional or different terms expressly agreed by the Client and Provider and approved by VSpace in writing shall constitute the entire agreement and understanding of the Client and Provider with respect to each SoW and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. Notwithstanding the foregoing, the Client and Provider shall always remain subject to the terms of this Agreement. The terms of this Agreement shall supersede any contradicting clauses in the SoW or other written agreements and be deemed as final.



6. Acknowledgements by Clients and Providers of VSpace’s role


6.1 SoWs


Clients and Providers expressly acknowledge, agree and understand that:



6.2 Proprietary Rights


VSpace and its licensors reserve all Proprietary Rights in and to the VSpace Platform and VSpace. Clients and Providers may not use the VSpace Platform except as necessary for the purposes of discharging its obligations under this Agreement and any SoW entered into pursuant to this Agreement and on the terms set out in the SoW that comply with Section 5 of this Agreement. VSpace reserves the right to withdraw, expand and otherwise change the VSpace Platform at any time in VSpace’s sole discretion. Clients and Providers shall not be entitled to create any “links” to the VSpace Platform, or “frame” or “mirror” any content contained on, or accessible through, the VSpace Platform, on any other server or internet-based device. VSpace alone (and its licensors, where applicable) shall own all right, title and interest, including all related Proprietary Rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the VSpace Platform and VSpace. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the VSpace Platform and VSpace, or any Proprietary Rights owned by VSpace. VSpace’s name, logo, and the product names associated with VSpace or the VSpace Platform are trademarks of VSpace or third parties, and no right or license is granted to use them.

6.3 VSpace’s Compensation


All VSpace Fees are non-refundable, whether or not SoWs were satisfactorily completed.



7. Fees & Payments


7.1 Formal Invoices and Taxes


VSpace shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Provider fees. Instead, Providers shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Providers fees and for issuing any invoices so required. Providers shall also be solely responsible for:



Further, in the event of an audit of VSpace, Provider agrees to promptly cooperate with VSpace and provide copies of Provider’s tax returns, and other documents as may be reasonably requested for purposes of such audit.


7.2 Billing Client


For Fixed-Price and Hourly Projects, the Client is billed as per payment milestones agreed upon with VSpace.

7.3 Payment


Any bank charges incurred for receiving payments from the Client will be charged to the Client’s account.

Client and Provider will be solely responsible for all tax returns and payments required to be filed with or made to any national, provincial, or local tax authority with respect to Provider’s performance of Services.


8. Confidential Information


8.1 Confidentiality


To the extent a Client or Provider provides Confidential Information to the other and/or to VSpace, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not:



Client hereby authorizes VSpace to run checks on all company or personal (in the case of individuals) information provided by the Client and to store these details. The Client also authorizes VSpace to share these details with the Provider, if required for the completion of the Work.

The Parties’ respective obligations with respect to Confidential Information shall continue in perpetuity notwithstanding any termination of this Agreement, howsoever caused.

8.2 Return


If and when Confidential Information is no longer needed for the performance of Work for the relevant project, or at the Client’s or Provider’s written request (which may be made at any time at Client’s or Provider’s sole discretion), the Client or Provider (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Client or Provider, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 8.2 within ten (10) days after the receipt of disclosing party’s written request to certify.


8.3 Publications


Without limiting Section 8.1 (Confidentiality), the Client, Provider and VSpace shall not publish, or cause to be published, any Confidential Information or Work, except as may be necessary for performance of Work for a relevant project.

VSpace reserves the right to publish details about projects done via the Platform while maintaining anonymity of all Users involved in the project, unless authorization is received from the respective Users beforehand to use their identity. VSpace will ensure that confidential information is not shared during this process. The details are used primarily for marketing purposes.

8.5 Intellectual Property

9. Warranty Disclaimer


NOTWITHSTANDING ANYTHING ELSE STATED ON THE VSPACE PLATFORM (INCLUDING WITHOUT LIMITATION ON THE SITE) OR BY ANY OF VSPACE’S REPRESENTATIVES, VSPACE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, WORK PRODUCT, VSPACE PLATFORM, QUALITY OR CAPACITY OF THE PROJECT OWNER OR MEMBER, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELY THE “DISCLAIMED ITEMS”). VSPACE DOES NOT REPRESENT OR WARRANT THAT:

THE DISCLAIMED ITEMS ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY VSPACE. VSPACE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE DISCLAIMED ITEMS, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE DISCLAIMED ITEMS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU (THE USER) (THE USER), TO THE MAXIMUM EXTENT PERMITTED BY LAW.


VSPACE’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VSPACE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.

10. Limitation of Liability


IN NO EVENT SHALL VSPACE’S AGGREGATE LIABILITY EXCEED THE LESSER OF:



IN NO EVENT, SHALL VSPACE BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). VSPACE SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE DISCLAIMED ITEMS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE VSPACE PLATFORM OR AS TO THE QUALITY OR CAPACITY OF THE PROJECT OWNER OR MEMBER, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE VSPACE PLATFORM OR IS REFERRED BY VSPACE OR THE VSPACE PLATFORM, EVEN IF VSPACE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE SERVICES AND WORK OFFERED VIA THE VSPACE PLATFORM RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH PROJECT OWNER OR MEMBER OR OTHER THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE VSPACE FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE VSPACE PLATFORM, OR IN ANY WAY RELATED TO THE PROJECT OWNER, MEMBER OR THIRD PARTIES INTRODUCED TO YOU BY THE VSPACE PLATFORM, OR WITH RESPECT TO THE PERFORMANCE OF ANY OBLIGATIONS WITH ANY PROJECT OWNER AND MEMBER, AS WELL AS ALL LOSSES RELATING THERETO.


11. Indemnification


11.1 Proprietary Rights


Each Client and Provider shall indemnify, defend and hold harmless VSpace and its subsidiaries and affiliates, and each of their shareholders, directors officers, agents, employees, representatives and agents (each an “Indemnified Party”, and collectively the “Indemnified Parties”)) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work, Services or action or omission by such Client or Provider infringes Proprietary Rights or other rights of any third party.


11.2 Indemnification by Client


Each Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:


11.3 Indemnification by Provider


Each Provider shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:


11.4 Extended Meaning


Any indemnity in favour of VSpace, and any release of VSpace, shall also be construed as being an indemnity or release, as the case may be, of the Indemnified Parties.


11.5 Dispute Resolution and Governing Law


This Agreement and any action, dispute, controversy or claim related thereto will be governed by the laws of the South Africa without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action in relation to this Agreement will be the Johannesburg, South Africa, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or violation of VSpace’s Proprietary Rights, VSpace may, at its discretion, institute legal proceedings in any jurisdiction (s) which is (are) deemed necessary or advisable.


11.6 Independent Legal Advice


You acknowledge that VSpace is not providing any legal advice, and that you have been afforded an opportunity to obtain independent legal advice with respect to this Agreement and the SoWs, and that you understand the nature and the consequences of this Agreement and the project agreement.

12. Term and Termination


12.1 Term


The term of this Agreement commences on the Effective Date (date of acceptance of Agreement) and continues in effect until terminated in accordance with Section 12.2 below.


12.2 Termination


Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User’s account), provided, that any such termination for convenience shall not affect the validity of any SoWs that have been executed prior to termination and this Agreement shall continue to apply with respect to such SoWs.


12.3 Consequences of Termination


Termination shall not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to the Client following termination pursuant to Section 7.2 (Billing Client), and charged to the Client pursuant to Section 7.3 (Payment). All terms set forth herein which by their nature survive termination shall survive the termination of this Agreement, including, but not limited to, the provisions of Articles 8,9,10 and 11 (and any indemnity or release set forth elsewhere in this Agreement).

Termination shall also not relieve the Provider of the requirement to provide services commensurate to payment received from Client including, but not limited, release of tested and working Code, designs, logos etc.


12.4 Termination by VSpace


Your access to the VSpace Platform is subject to its use for the intended purposes. In the event that you are unable to perform these services to the satisfaction of VSpace, VSpace may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to you. VSpace is not liable for any losses incurred in any way or at any time.



13. Miscellaneous


13.1 Entire Agreement


This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.


13.2 Side Agreements


Section 13.1 notwithstanding, Clients and Providers may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.), but which for greater certainty VSpace will not be a party to. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand VSpace’s obligations or restrict VSpace’s rights under this Agreement.

13.3 Compliance


Clients and Providers shall not violate any laws or third-party rights on or related to the VSpace Platform. Without limiting the generality of the foregoing, Clients and Providers agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.


13.4 Notices: Consent to Electronic Notice


You consent to the use of:



Notices hereunder shall be invalid unless made in writing and given:

13.5 Modifications


No modification or amendment to this Agreement shall be binding upon VSpace unless in a written instrument signed by a duly authorized representative of VSpace. For the purposes of this Section 13.5, a formal official written instrument shall include electronic communications such as email and electronic notices and must be on the User’s Letterhead.


13.6 No Waiver


The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.



13.7 Assignability


Clients and Providers may not assign this Agreement, or any of its rights or obligations hereunder, without VSpace’s prior written consent in the form of a written instrument signed by a duly authorized representative (CXO) of VSpace (and, for the purposes of this Section 13.7, a written instrument shall include electronic communications such as email and electronic notices) and must be on the User’s Letterhead. VSpace may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

13.8 Severability


If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.


13.9 Language


The parties hereto acknowledge that they have requested and are satisfied that this Agreement be drawn up in English;


The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.